To revoke your S corporation election, mail the revocation statement to the IRS service center where the corporation files its Form 1120-S. For most corporations that means either Ogden, Utah or Kansas City, Missouri, and which one depends on the state where your principal business is located and, for eastern states, whether total assets reach $10 million. This is the same question as where to mail an S corp revocation letter to the IRS, and the addresses below are the ones the IRS currently publishes for Form 1120-S filers.
The Mailing Addresses
The IRS routes S corporation paperwork by the corporation’s principal office location, and the revocation statement follows the same routing as the annual return.1Internal Revenue Service. Revoking a Subchapter S Election
Ogden, Utah
Use Ogden if the corporation’s principal business is in Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Hawaii, Idaho, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington, or Wyoming.2Internal Revenue Service. Where to File Your Taxes for Form 1120-S Corporations in the eastern states listed below also use Ogden if total assets are $10 million or more, or if the corporation files Schedule M-3.
Department of the Treasury
Internal Revenue Service
Ogden, UT 84201-0013
Kansas City, Missouri
Use Kansas City if the corporation’s principal business is in Connecticut, Delaware, District of Columbia, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia, or Wisconsin, and total assets are under $10 million with no Schedule M-3.2Internal Revenue Service. Where to File Your Taxes for Form 1120-S
Department of the Treasury
Internal Revenue Service
Kansas City, MO 64999-0013
Foreign Country or U.S. Possession
If the corporation is based in a foreign country or a U.S. territory, use the Ogden P.O. box:
Internal Revenue Service
P.O. Box 409101
Ogden, UT 84409
These addresses are current as of 2025. Confirm them on the IRS website before you mail, because service center assignments do change.
How to Send It
Mail the statement by certified mail with return receipt requested. The certified mail receipt fixes the mailing date, and the returned green card is your proof the IRS received the document. If your effective date depends on hitting the 15th day of the third month of your tax year, the postmark can be the difference between the revocation applying to the current year or the next one. Keep the statement, every shareholder consent, the certified mail receipt, and the return receipt together.
You can also use an IRS-designated private delivery service and still get credit for the shipping date rather than the delivery date. Approved options include specific FedEx tiers such as FedEx Priority Overnight and FedEx Standard Overnight, UPS tiers such as UPS Next Day Air and UPS 2nd Day Air, and DHL Express services.3Internal Revenue Service. Private Delivery Services (PDS) Not every service from these carriers qualifies. FedEx Ground, for instance, is not on the list. Check the IRS page for the full roster before you ship.
What the Statement Has to Contain
The IRS does not publish a form for this. You draft the statement yourself, and if a required element is missing the revocation will not be valid.1Internal Revenue Service. Revoking a Subchapter S Election The statement needs to include the corporation’s full legal name and EIN, an explicit declaration that the corporation is revoking its election under Section 1362(a) of the Internal Revenue Code, the total number of issued and outstanding shares (voting and nonvoting) as of the revocation date, and the effective date you want. An authorized officer signs the statement, and consenting shareholders sign under penalties of perjury.
Shareholder Consent
A revocation is only valid if shareholders holding more than half of all issued and outstanding shares consent on the day the revocation is made.4Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination The count includes nonvoting stock, which trips up corporations that assume voting control alone is enough.5eCFR. 26 CFR Part 1 – Small Business Corporations and Their Shareholders Each consenting shareholder provides name and address, taxpayer identification number, shares owned, date the stock was acquired, and their tax year end date.1Internal Revenue Service. Revoking a Subchapter S Election Consents can appear on the statement itself or as attached signed pages.
Timing the Effective Date
When the revocation takes effect depends on when you file and whether you specify a date.4Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination Filed on or before the 15th day of the third month of the tax year, the revocation is effective on the first day of that tax year; for a calendar-year corporation that means filing by March 15 to make it retroactive to January 1. Filed after that deadline, it takes effect on the first day of the following tax year. You can also write a specific future date into the statement, so long as it is on or after the day you file, and the revocation takes effect then.
A mid-year effective date splits the tax year into an S short year and a C short year, which means filing a final Form 1120-S for the first period and a Form 1120 for the second, with income allocated between them.
What the Federal Mailing Doesn’t Cover
Sending the letter to Ogden or Kansas City handles the federal side only. Many states that recognize S corporation status require a separate state-level filing or notice when you revoke federally. Some states accept the federal revocation automatically; others want a specific form or a fee. Check with your state department of revenue so you don’t end up a C corporation federally and an S corporation at the state level.
The revocation also carries a five-year lock. Once it takes effect, the corporation cannot re-elect S status for five tax years without special IRS consent, measured from the first tax year the revocation is effective.4Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination A revocation effective January 1, 2026 puts the next available S election at tax year 2031.6Internal Revenue Service. Instructions for Form 2553 The IRS can grant exceptions, but they are discretionary. Plan around the mailing as a five-year decision, not a reversible one.